National CineMedia, Inc. (NCMI) Q4 2013 Earnings Report, Transcript and Summary

Greetings, ladies and gentlemen, and welcome to the National CineMedia, Inc. Fourth Quarter and Full Year 2013 Earnings Conference Call. [Operator Instructions] As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, David Oddo, SVP of Finance for National CineMedia. Thank you. Sir, you may begin.

Good afternoon. I'd like to remind our listeners that this conference call contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. All statements other than the statements of historical fact communicated during this conference call may constitute forward-looking statements. These forward-looking statements involve risks and uncertainties. Important factors that can cause actual results to differ materially from the company's expectations are disclosed in the risk factors contained in the company's filings with the SEC. All forward-looking statements are expressly qualified in their entirety by such factors. Now, I'll turn the call over to Kurt Hall, CEO of National CineMedia.

Thanks, David. Good afternoon, everyone. Welcome, and thanks for joining us for our 2013 earnings call. Today, I will provide a brief overview of our 2013 results and comment on our outlook for '14 and our progress against our longer-term operating strategy. David will then provide a more detailed discussion of our financial performance for Q4 and all of 2013 and provide some more color around our guidance for Q1 and full year '14. And then, as always, we will open the lines for questions. We finished 2013 with a strong Q4, resulting in record full year revenue and adjusted OIBDA as our ad business continued to benefit from our strategy to expand and diversify our client base and the Fathom Business exceeded expectations with 2 extraordinary Q4 events. Our 2013 adjusted OIBDA grew 6% over 2012 on 3% revenue growth as our adjusted EBITDA -- OIBDA margins increased 140 basis points due to the higher ad revenue, the acquisition of affiliate circuits by our founding members and overall cost containment. As we have moved through the year, our national sales team has accelerated our strategy to provide more flexible pricing structures to expand and diversify our client base and be responsive to the increase in online and mobile video impressions that has begun to pressure market CPMs. We also had fewer high CPM 3D ads and more long form ads that carry a lower CPM due to discounts applied to the time in excess of the standard 30-second spot. While the 19% decrease in Q4 CPMs was more than we had planned, it was more than offset by an inventory utilization increase of 33 percentage points. Our national CPM for the year decreased 7.6% versus 2012, but again, it was more than offset by an inventory utilization increase of 11 percentage points. This higher inventory sell-through was driven in part by the addition of 30 clients that have never spent with us or have not spent since 2006, 5 of which were added during Q4. The new national clients added during Q4 2013 included businesses in the home audio and video equipment, apparel, prepared food and banking categories. With these additions, we have expanded our national advertising client base to 376 as of 2013 year end, an increase of over 100% since our IPO. During 2013, we made progress diversifying our national client base to the underpenetrated CPG, retail and QSR categories as our revenue from our core telecom, auto and entertainment categories dropped to 59% of our total 2013 national ad revenue excluding beverage versus 68% in 2012. While we saw growth in these underpenetrated categories, it was as much -- it was at much lower CPMs than our historical average. We also saw strength in the telecom software and department store categories, while spending declined in the telecom hardware and import auto categories. Our local and regional advertising business had a very strong 2013 as revenue grew 11%, driven primarily by a 42% increase in the number of contracts between $50,000 and $100,000. This growth was driven by the success of our sales staff retention and training programs, the expansion of our network, expanded access to FirstLook inventory and the steadily improving economy. These positive growth trends are continuing into 2014 as we expect Q1 local ad revenue to be up over 30% versus Q1 2013. And while it's still very early to extrapolate that growth to the year, full year 2014 local and regional bookings are currently up 39% versus 2013 bookings at the same time last year. Our online and mobile ad business also had a good year, with revenue growth of 16%. Our digital network now includes 39 entertainment publishers that generate approximately 47 million unique visitors per month, including our Movie Night Out online site and Movie Night Out and FirstLook Sync apps that now have nearly 2.2 million downloads. While this extension of our core cinema network still only represents a small percentage of our ad revenue, it is becoming an increasingly important part of our integrated bundling strategy. During 2013, approximately $81 million, or 27% of our national on-screen or lobby advertising contracts, also included an online or mobile component. As mentioned, the national video advertising marketplace is becoming more competitive, with the proliferation of many new online and mobile video advertising platforms. This new competitive environment is making our longer-term strategy to improve our distribution and inventory management technology across our expanding cinema advertising network even more important. Over the last several years, we have been working on upgrades to our inventory management system to provide ad buying and distribution lead times of 72 hours or less, provide more efficient audience targeting capabilities and provide the flexibility to begin to sell remnant inventory programmatically. During 2014, we will be launching these process and system upgrades and making additional investments in research and consumer databases to compete more effectively in the evolving video advertising marketplace. We have also continued to make progress expanding our national theater network, through new affiliate relationships and acquisitions by our founding members. During 2012, '13 and so far in '14, we have added 19 new affiliate circuits with 1,033 screens and approximately 28 million annual attendees, and we're in discussions with several other affiliates that we hope to add in the future. Key theater acquisitions in 2012 and 2013 by all 3 of our founding members included existing NCM affiliates and screens included in the Screenvision network. In total, 1,437 screens were acquired, including 14 theaters with 223 screens and approximately 10 million attendees that will join our network in 2018 when the existing Screenvision contract expires. While the acquisitions of our existing affiliates will not expand our network, they will dramatically increase the term of the existing affiliate agreements, improve our cash flow and margins. We also continue to expand the number of digital projection screens in our network during 2013 to include 97% of our network attendance, including higher-quality digital cinema projectors [ph] that now represent approximately 83% of our total digital screens. Currently, well over 90% of our screens have our FirstLook pre-show delivered via our satellite network, providing the targeting and lead time flexibility demanded in today's video advertising marketplace. Our Fathom Events revenue declined 7% in 2013, due almost entirely to the beginning of the wind down of the Fathom Business division in Q1 2012. 2013 Fathom Consumer revenue increased slightly as the impact of 19% fewer events held was offset by a 24% increase in revenue per event versus 2012. Our focus on higher-quality events and more favorable programming revenue share structures worked well in 2013. However, it is important to note that more than 20% of the 2013 Fathom Consumer revenue was driven by the Q3 and Q4 Kirk Cameron's Unstoppable and Doctor Who events, with record-breaking attendance of 600,000 in just 3 nights. As previously announced, we completed the sale of the Fathom Business to a new entity, owned 32% by each of our founding member circuits and 4% by NCM on the last day of fiscal 2013, which resulted in a $25.4 million GAAP gain. In addition to the 4% interest in the new entity, we received 5% notes directly from our founding members aggregating $25 million that will be payable in 6 equal installments of approximately $4.2 million plus interest at the end of each year through 2019. This new Fathom ownership structure will provide a much better strategic fit with the existing consumer entertainment programming businesses of our founding member circuit. It also allows our management to focus its full attention on our much higher margin core advertising business, which will continue to include the sale of Fathom sponsorships. We'll also continue to provide certain technical, creative and media services for a fee during a 9-month transition period. On behalf of our entire NCM team, I'd like to thank the Fathom management team for their great work as they helped to build the Fathom Business from scratch over the last several years. This new ownership structure provides a great opportunity for them to work directly with the founding member and affiliate circuits to maximize the value of Fathom's national network. Looking ahead to 2014, our revenue and adjusted OIBDA guidance assumes double-digit local and regional revenue growth and relatively flat national advertising revenue growth, offset by the impact related to the sale of the Fathom Business at the end of 2013. While no Fathom revenue or expenses will be included in our 2014 future consolidated revenue and adjusted OIBDA, our 2014 free cash flow will benefit from approximately $5.4 million of founding member note principal and interest payments. Our national revenue outlook reflects some downside protection should our more aggressive national pricing strategies not be offset by inventory utilization increases. While we had success in 2013 expanding our client base and increasing our inventory utilization with more flexible pricing strategies, we will continue to be focused on selling the positive attributes of our network that deserve a CPM at the top of the video advertising marketplace. Our outlook also reflects the fact that 2014 upfront scatter commitments by our new Silence Your Cellphone PSA sponsors and overall content partner commitments are currently approximately $17 million lower than in '13. As we expect these longtime clients to spend in the scatter market throughout 2014, some of this upfront shortfall versus 2013 may simply be timing. I'm also encouraged by the fact that the number of scatter clients that committed upfront as we entered 2014 increased versus 2014, although the client mix is more heavily weighted toward lower CPM insurance, CPG and confection clients and some new low CPM inventory liquidation strategies that we are testing during low demand periods. While the national video ad marketplace is clearly evolving, we are confident that the continued expansion of our network and the improvements we are making to our distribution and inventory management technology will create an even stronger value proposition, providing the driver for continued advertising market share gains. I also believe that we will continue to benefit from the proliferation of TV and online ad skipping technology and the accelerating decline in TV network reach due to the continued fragmentation of programming across online and mobile platforms. Before I turn the call over to David, I wanted to thank our shareholders for their continued support and our NCM team members for their hard work this past year that resulted in record revenue and adjusted OIBDA in excess of our annual target. I am also very pleased that we are following through on our commitment to return a substantial portion of our free cash flow to shareholders through our regular $0.22 per share quarterly dividend and through the $0.50 per share special cash dividend that we announced earlier today. Together, these dividends will return approximately $42 million of cash to our shareholders in March. Including these payments, our total dividend since our IPO will have been over $200 million -- $280 million or approximately 90% of the after-tax available cash distributions received by NCM, Inc. from 2007 through 2013. That is all I had. So I'll now turn the call over to David, our Interim CFO, to give you some more details concerning our Q4 and overall 2013 performance and more specific color that supports our 2014 guidance.

Thanks, Kurt. For the fourth quarter, our total revenue increased 5.9% versus Q4 2012, driven by a 4% increase in total advertising revenue including beverage and a 21.7% increase in Fathom Events revenue. For the full year, our total revenue increased 3.1% versus 2012, driven by a 4.1% increase in total advertising revenue including beverage partially offset by a 7.1% decrease in Fathom Events revenue. The advertising revenue mix for the full year was 69% national, 21% local and 10% beverage, versus 70%, 20% and 10%, respectively, for fiscal 2012. Total advertising revenue represented 92% of our full year revenue versus 91% in 2012, and with the sale of our Fathom Business, will represent 100% of our revenue in 2014 and future years. For the fourth quarter, national ad revenue excluding beverage increased 3.9% versus Q4 2012, driven by a significant increase in utilization from 91% to 123.7%, partially offset by a 19.3% decrease in CPMs and a 3.3% decline in our Q4 attendance. For the year, national ad revenue excluding beverage increased 2.2% versus 2012, driven by a utilization increase to 109.3% from 98.8%, network attendance growth of 1.3%, partially offset by a 7.6% decline in CPMs. We entered the fourth quarter of 2013 with a $500,000 make-good balance and as of the end of the year, we had a $1.8 million make-good balance, as robust late November and December demand pressured our inventory availability. This balance is slightly higher than the year end 2012 balance of $1.2 million, but is lower than the average historic year end make-good levels since our IPO. Our Q4 local advertising revenue increased 5.4% due to a 14.4% increase in total contract volume, partially offset by an 8.1% decrease in average contract value versus Q4 2012. Our full year local advertising revenue increased 10.9%, as total contract volume and average contract value increased 9.7% and 1.1%, respectively, versus 2012. The average dollar value of contracts under $100,000 increased 6.2% and the number of these contracts increased 9.8%, with contracts falling between $50,000 and $100,000, driving the majority of this increase, with an increase of 41.7% in the total number of these larger contracts. Our Q4 adjusted OIBDA increased 7.2% versus Q4 2012, with adjusted OIBDA margin increasing to 50.9% from 50.3% in Q4 2012. Full year adjusted OIBDA increased 6% from 2012, with adjusted OIBDA margin increasing to 50.7% from 49.3% in 2012. Both Q4 and full year adjusted OIBDA margin increases were driven by higher total ad revenue, the shift of certain acquired affiliate theater circuits from our affiliate revenue share cost structure to the higher-margin founding member theater fee cost structure and cost controls. As Kurt mentioned, there are several theaters that were acquired by our founding members that are currently in the Screenvision network. As we issued NCM LLC units to AMC and Cinemark related to these theaters, we recorded $700,000 and $2.8 million of integration payments for the fourth quarter and full year, respectively, versus none in 2012. As a result, Q4 and full year adjusted OIBDA including integration payments, increased 8.4% and 7.3%, respectively. You should note that these integration payments are added to adjusted OIBDA for debt compliance purposes and included in the quarterly available cash distributions to NCM LLC partners, but are not included in reported revenue and adjusted OIBDA, as they are recorded as a reduction to net intangible assets on the balance sheet. Looking briefly at diluted earnings per share for the fourth quarter, we reported GAAP diluted EPS of $0.32 versus a $0.01 loss in Q4 2012. And for the full year, we reported GAAP diluted EPS of $0.73 versus $0.24 in 2012. Excluding certain noncash and other items in both 2012 and 2013 that includes the loss on swap terminations in 2012 and the $25.4 million gain on the sale of the Fathom Business in 2013, diluted EPS would have increased 31% to $0.21, versus $0.16 in Q4 2012 and for the full year, would have increased 14% to $0.66, versus $0.58 in 2012. As I noted, our adjusted OIBDA does not include integration payments. However, these payments do provide an offset to increases in minority interest expense that negatively impacts our EPS. Our capital expenditures were $2.4 million in Q4 and $10.6 million for the full year, versus $10.4 million in 2012 or just 2% of total revenue in both years. This is in the lower half of our guidance range that we provided of $10 million to $12 million, primarily due to the timing of digitizing our recently signed network affiliates, permanent savings realized from the lower cost of connecting our network affiliates to our network and hiring delays. Moving to our balance sheet. Our total debt outstanding at the end of 2013 increased to $890 million, primarily due to the costs associated with repricing of our term loan that resulted in approximately $1.3 million of annual cash interest savings and working capital shifts that increased our revolver balance to $20 million versus $14 million at the end of 2012. This increase in borrowings was partially offset by $13 million of NCM LLC cash at the end of 2013, versus $10 million of NCM LLC cash at the end of 2012. Our current average interest rate on all debt is approximately 5.5%. Including our $270 million floating rate term loan, bank debt and revolver balance is at approximately 3%. Our total debt outstanding at the end of 2013 was 67% fixed. Our consolidated cash and investment balances at the end of 2013 increased by approximately $19 million to $126 million from the end of 2012. Approximately $35 million of the $113 million of cash held by NCM, Inc. is reserved for income tax payments and tax receivable agreement payments to the founding members due in March 2014. Thus, including the Q4 available cash distribution due to NCM, Inc. next week and excluding the tax-associated reserves and after the payment of the recently announced dividends in March 2014, we would be able to pay approximately 4 additional quarters of dividend, even if no cash were distributed up to NCM, Inc. from NCM LLC. Our Q4 2013 regular and special dividends will be paid on March 20, 2014, to shareholders of record on March 6, 2014. The regular dividend represents an annual yield of 4.9% based on today's closing share price of $17.99. Our pro forma net senior secured leverage at NCM LLC as of the end of 2013 was approximately 2.9x trailing fourth quarter adjusted OIBDA, which is well below our senior secured leverage maintenance covenant of 6.5x. You should also note that while we have no NCM LLC total leverage or NCM, Inc. consolidated maintenance covenant, our total leverage at NCM LLC net of NCM LLC cash balances was approximately 3.7x at the end of Q4 2013, down from 4x at the end of 2012. And our consolidated leverage, net of NCM, Inc. and NCM LLC cash balances, was 3.3x at the end of 2014, down from 3.6x at the end of 2012. Shifting to our 2014 guidance. Excluding Q1 2013 revenue and operating income of $8.5 million and $1.4 million, respectively, for the Fathom Events business that was sold on December 26, 2013, revenue is expected to be down 2% to 9% and adjusted OIBDA is expected to be down 10% to 28%. These Q1 declines are due primarily to approximately $4 million less content partner spending that has been allocated more heavily to Q2 and one Q1 national auto client that did not return, partially offset by an over 30% increase in local and regional advertising revenue versus Q1 2013. As our first quarter adjusted OIBDA historically represents the smallest quarter of the year, the shift of content partner spending to subsequent quarters for 1 or 2 larger national contracts can have a meaningful impact on our first quarter. For the full year 2014, excluding 2013 revenue and operating income of $36.5 million and $6.5 million, respectively, for the Fathom Events division, revenue is expected to be up 1% to 3%, and adjusted OIBDA is expected to be down 3% to up 2%. As Kurt mentioned, this annual guidance provides for some downside protection should our PSA and content partners spend less in the scatter market than they did in 2013. You should also note that our Q1 and Q3 2014 national revenue is trending behind 2013, while Q2 is trending similar to 2013 and Q4 is ahead. Q1 local and regional revenue is significantly ahead of Q1 2013 and 39% ahead for the full year versus 2013. While we would obviously like our national bookings to be stronger, the late-breaking scatter we experienced last year may explain some of the upfront softness. We're also working on several large integrated deals that could improve our bookings. And with Q1 being such a small part of our year, there's plenty of selling time left to make up ground in our historically high demand third quarter. Some of the more significant assumptions that we're making regarding our 2014 guidance includes the following: Fiscal 2014 will include 53 weeks versus 52 weeks in 2013. An extra holiday week will be added to December 2014, and January 1, 2015 will be our 2014 year end. We will return to a 52-week fiscal year in 2015. In 2013, our content partner revenues were allocated approximately 50% in the first half and 50% in the second half of the year. We are currently projecting a 2014 allocation for approximately 60% in the first half of the year, with Q2 2014 currently projected to be $5 million higher than Q2 2013, and 40% in the second half of the year. As always, a future shift in the annual must-spend commitments of our content partners between quarters is possible, as marketing priorities shift throughout the year. We expect our national advertising revenue to remain relatively flat, driven primarily by increased utilization on an impression base that we expect to be up low to mid-single digits, primarily due to the addition of the 53rd week to our fiscal year. This additional week between Christmas and New Year's is historically one of the highest attendee weeks in the year. Strong full year national utilization growth is expected to be offset by high single to low double-digit CPM declines, as we continue to introduce more creative targeting and pricing structures and execute some new inventory liquidation strategies to drive higher inventory utilization in certain new client categories during low demand periods. We will continue to use our standard 11 30-second units as a denominator in our national utilization calculations to ensure period-to-period comparability. As we have mentioned before, we can expand the FirstLook show to a total of 14 30-second units or a potential utilization of 127% if there was sufficient market demand. We expect our local advertising revenue to increase low double digits for the second year in a row. This growth is expected to be driven primarily by mid-single-digit organic growth, a 4% increase due to the additional attendance associated with the 53rd week and a 1% to 2% increase in salable screens related to affiliate contracts that have already been signed. As mentioned, we currently anticipate a Q1 local advertising revenue increase of over 30% versus Q1 2013 and thus, our full year guidance assumes high single-digit growth for Q2 through Q4. Our EFAs provide that our annual beverage CPM will increase or decrease by the same annual percentage change as our actual FirstLook segment 1 national advertising CPM during the previous year. As such, our beverage revenue is expected to be down approximately 2% versus 2013, as a 5.8% CPM decrease will be partially offset by incremental attendance related to the full year impact of the 2013 founding member theater acquisitions and the 53rd week. While we will not have any Fathom Events revenue or adjusted OIBDA in 2014 due to the sale of that business at the end of 2013, it is important to note that NCM LLC will receive approximately $5.4 million in note principal interest payments in Q4. While these payments are not included in adjusted OIBDA, they will be included in NCM LLC's pro rata available cash distributions to the 3 founding members and NCM, Inc. We also expect to receive approximately $3 million of integration payments from our founding members in 2014. While these payments are not included in adjusted OIBDA, they will be included in NCM LLC's pro rata available cash distribution for the 3 founding members and NCM, Inc. Our adjusted OIBDA margins for 2014 are expected to be up slightly versus 2013. While the sale of the lower margin Fathom Business and the impact of a full year of our founding member acquisitions of affiliate theaters will benefit our margins, this benefit is projected to be partially offset by the increase in overall theater access fees related to the contractual increases and full year effect of additional 2013 digital cinema deployments and small inflation-related increases in other operating and administrative costs. We expect 2014 CapEx levels to remain consistent in the $10 million to $11 million range. This expected range includes the digitization of a portion of our currently contracted network affiliate screens. While we are having productive conversations with many network affiliates, our guidance assumes that no additional network affiliates are signed. We expect 2014 interest on borrowing to remain consistent at approximately $52 million, which includes approximately $49 million of cash interest and $3 million of noncash deferred loan costs. Based on these guidance assumptions, NCM LLC available cash distributions are expected to remain relatively flat for 2014. This reflects the decrease in adjusted OIBDA due primarily to the sale of the Fathom Events business, offset by the Fathom notes payment and a full year of integration payments, and assumes that employee option exercises remain consistent with 2013. Before we open the line for questions, I'd like to provide tax status information for our 2013 dividends. Of the dividends paid in 2013, you should assume that 67% are a non-dividend cash distribution for federal income tax purposes. This information is posted in the Investor Relations section of our website, and stockholders should receive a Form 1099-DIV in the next few days for the 2013 tax year. That concludes our prepared remarks, and we'll now open up the lines for questions.

[Operator Instructions] Our first question comes from the line of Barton Crockett with FBR Capital Markets. Howard Ma - FBR Capital Markets & Co., Research Division: This is Howard Ma filling in for Barton. Could you talk about why you decided to pay a special dividend as opposed to increasing your recurring dividend, and why do it now?

Well, the decision was primarily based on the fact we had more cash than we really think we needed to create a cushion for our regular dividend that we -- as we've said in the past, we look to keep a few quarters of cushion on our balance sheet. And even after -- as David mentioned, even after this dividend and our special dividend, we're still going to have 4 quarters of cash. So I don't think there was any necessary magic to the $0.50 versus maybe another number, plus or minus that, but it just felt like a comfortable number for us. Howard Ma - FBR Capital Markets & Co., Research Division: That's helpful. And second, could you talk about the pace of affiliate renewals over the year in terms of NCMI affiliates and also Screenvision affiliates? And how do you see the environment overall, too?

Yes. Look, there's still a number of people that we're talking to out there that are going to come up for renewal over the next 2 or 3 years in the Screenvision network, so we're obviously focused on those. Clearly, the number of and size of affiliates has slowed down, as we've mentioned in the past. And -- but we still think there's a number of them out there over the next 2 or 3 years that is a substantial percentage of Screenvision's attendance. Howard Ma - FBR Capital Markets & Co., Research Division: Okay. And if I can just slip in one more. Your guidance assumes pretty low growth for '14. Is that a unique issue to NCMI, or is that something that you're seeing at competitors, Screenvision, too? And are there any thoughts about you guys finally consummating a merger?

Well, I can't speak for what they think 2014 is. All I can talk about is ours. And you heard our commentary on why we've chosen the guidance we have. Clearly, our national business is being impacted by some of the things that are going on in the broader advertising marketplace. There's clearly a lot of new video advertising impressions coming into the marketplace, as I mentioned, that's pressuring CPMs. So I think -- and we're introducing a lot of new strategies with respect to liquidating inventory in low-demand periods and some other things that we're doing, including introducing some new technology. And so with all these things in a little bit of state of flux, we felt that it was prudent just to be a little more conservative on the national side. As you can tell, on the local side, our local business is really doing well. And I don't have any specific information to tell you why that is other than the economy is clearly improving. I can tell you, the tenure in our sales force now of several years on average is really starting to pay dividends, and we've got really good leadership in that area and they're just doing a heck of a job in the local market. And I also think, as online and social and those things have evolved, it really hasn't focused on the local marketplace as much. There aren't a lot of local selling going on. And so we still provide a great value proposition in the local marketplace, as we're really the only video, sight, sound and motion medium that can geotarget the way we can. And businesses can pick the theaters that they believe are within their trade areas, and it's a very efficient buy for them. So I think it's sort of a tale of 2 different sides of our business. The local business doing very, very well, the national business going through some transition.

Our next question comes from the line of Eric Handler with MKM Partners.

Just trying to dig in a little more on the outlook for 2014. If I heard you correctly, it seems like your guidance for national reflects $19 million less of content partner spending. I've always been under the impression that content partners had to spend a certain amount. So do you have the same number of content partners as you did last year, and how is that working out? And...

Eric, the number that we put out, I think, was $17 million, wasn't it Dave? I think it was -- or was it $19 million?

$17 million.

$17 million. And the $17 million is actually 2 things, and most of it, quite honestly, is our cellphone PSA partners. Last year and the year before that, for that matter, our cellphone PSA partner, also, in addition to paying for the PSA part of the deal, also committed significant dollars upfront. So clearly 75%, 80% of the number of the $17 million is really related more to that side or I guess, it's probably 60%, is related to that part of our longer-term deal. The content partners, we have the same number of content partners as we did last year, and the only difference is, is that last year, some of them overspent. And per our deal, when they overspend, they get to reduce their must-spend this year by -- and it turned out to be a few million dollars that they were able to reduce their must-spend this year. So we have the same number of partners, the structure is the same and actually, the CPMs are up with respect to our content partners. But they were able to -- they spent a little bit more in '13 and a little bit less in '14 over their 2-year deal.

Okay. And then as a follow-up to that, so if you sort of take out the cellphone PSA and the $17 million, if you looked at your non-content partner spending, how much is that then, up a little bit versus last year?

It's down a little bit. But as I mentioned, the number of clients we had going into this year was actually up. The problem or the challenge was the mix of the clients has changed. As I mentioned, most of our upfront money this year or a big percentage of it is coming from CPG and confection and some other stuff that is historically and just in the marketplace has lower CPM money. Last year, we had a few car companies in there and so on. And one of the trends that we're seeing and we saw it for 3 quarters last year, was everybody is committing money later and we're not quite sure why that is. As you probably noted, the TV upfronts took longer last year to get cleaned up and maybe some money got sucked out of the scatter market because of that and didn't get committed until later in the quarter cycle. I don't know what the answer is, it could be that digital is now providing more flexibility for people because they can buy a lot more media programmatically and digitally. I don't really know what the answers are, but there clearly has been a trend the last 3 quarters where spending has broken -- scatter spending has broken very, very late, so we think that has a lot to do with it. Having said that, we're working on a number of reasonably sized deals that could still break as part of our upfront spending, they're just breaking later than they did last year, so some of this could be timing.

Okay. So then, one last question to dig in on here then. If you look at all the spending, is your rate card unchanged and what we're seeing here is just you're selling more of the shoulder period inventory and that's what's driving down CPMs or what am I missing?

Well, you're not missing anything. I think clearly, we're selling to categories that are used to buying video advertising at a lot cheaper CPM. And the other thing that happened to us in fourth quarter which blew up the decrease a little bit, obviously, the 19% is a big number -- was that we sold quite a few longer-form ads. We had some 2-minute -- I think there was even one 2.5-minute ad that we sold during the fourth quarter. And the way those are sold is you sort of price the first 30 at rate card and then every 30 after that, it gets reduced by selling out. So the average is obviously lower, in some cases, significantly lower than your average rate card. So that hurt us a little bit in the fourth quarter as well, along with some of the 3D stuff that I talked about. So clearly, ex some of those sort of special things, there clearly would have been a decrease. Our strategy is pushing us in that direction.

Our next question comes from the line of Townsend Buckles with JPMorgan Chase. Townsend Buckles - JP Morgan Chase & Co, Research Division: Kurt, you mentioned the competitive video environment a few times in your remarks. As we tie that in with your guidance for national ad growth to be pretty limited in '14, do you see this as a longer term headwind to growth as we look further out? And along the same lines on the more aggressive pricing, I guess how much of this strategy would you say is defensive now versus, in the past, where I think you've used this more as a growth opportunity?

Yes, I don't think it's defensive. I think, clearly, we're responding to what's going on in the marketplace. So I guess if you want to call that defensive, you can, but we don't view it that way. We've been -- over the last couple of years, we've been moving in this direction because we knew -- we could see what was coming. We could see that there were changes afoot. We could see that in order to attract the clients that we needed to fill up some of the shoulder periods and even fill up some of the non-shoulder periods. I mean, we don't sell, on a consistent basis, 100% of our inventory in May. And November -- last year, if you look at last year, our 2 worst months relative to our internal targets were August and November, which is sort of odd given that those are some of the 2 best moviegoing months. So we clearly think there's some opportunity in those months for some growth. Having said all this, there's clearly a move afoot where we have to be more targeted. And as I mentioned in our -- in my comments, over the last couple of years, we've been making a lot of investments in technology that we're going to start launching this year to allow us to create more targeted buys and even maybe sell programmatically going forward some of our remnant inventory. That's something that a lot of people are experimenting with. So there's a lot of flux going on in the national marketplace. Now your question with respect to what do I see in the future, I think a lot of what you're seeing right now, is there's a lot of money running to the new shiny toy, so to speak, and that new shiny toy is online, social, mobile, all the digital platforms that are out there and there's a lot of money being spent right now with not a lot of support underlying that money. There's not a lot of data that supports how effective social is, for instance, and some of these other mediums that people are spending money on. So you often see this -- when new video platforms come into the marketplace, you see money rush towards it. Once that money starts to get significant, then all of a sudden, people start to ask the question, "Well, is this stuff really working?" And I think as people start to do that, there will be a shakeout. The other thing you're seeing is that a lot of the video impressions that you're seeing in the marketplace are going to fall away over time because there's a lot of video ad platforms where their CPMs are falling dramatically. I've heard as much as 60% or 70%. Just because they're forced to sell all their inventory programmatically, and we all know what happens when you put all your inventory into those kinds of systems, the price tends to go down and the agencies and others are pushing on that pretty hard. And if you're a smaller platform or a smaller network and you can't afford to make the investments in your own technology and your own sales forces, you're going to get caught in that commoditization that's going to happen over time of those digital impressions. So I think what people are going to start to do is you're going to start to see a sorting out of the video landscape, and we're part of that. We're part of this broader video marketplace, which includes now digital and obviously, includes TV and some other digital out-of-home stuff. And I think ad buyers are going to start looking at it on a video-agnostic basis, and they're going to have to start making decisions about what is the most effective and what should that be priced at. As I said in my comments, we firmly believe we should be at the top of that stack and we should be priced with premium primetime television, maybe not the Super Bowl per se, but shows like the Academy Awards, sports programming and other programming that is priced at a premium CPM for TV. That's sort of where we think we should settle in. And right now, I think in '14, in particular, there's going to be a sorting out of all that. And as I mentioned, I think a lot of the new technology in the marketplace, whether it's DVRs and other ad-skipping technology, whether it's how programming is distributed now across several platforms instead of across one, all of that's going to get sorted out. And I think we're -- our network is going to start to rise to the top because we got a number of things going for us. We can't be skipped, we can't be recorded, we're all about big events and obviously, the movie business continues to do very, very well, with 2013 being another record year after 2012. So the programming that we supply is very high quality, very unique and I think that is what's going to win the day when all of this sorts out. And ad buyers are going to start asking questions like, "Well, is my ad really being seen? And can I really tell if my ad is being seen?" And all these things that'll get worked out over time, and I think we are going to rise to the top of that. Townsend Buckles - JP Morgan Chase & Co, Research Division: Right. And it's -- I realize it's tough to tell when all this is going to sort out. But I guess as you look out to '15, '16 and beyond, I mean, do you see the business getting back to maybe a mid-single-digit top line growth rate or something, at least a bit stronger than what you're doing now?

Yes. Clearly, that's where we -- we've always said that we thought this was a mid to high single-digit revenue growth. I mean, obviously, our local business is growing a lot faster than that right now. But we've always felt that's where over the long term, this business will be. And you can -- if you go back over the last 4, 5 years, it's been high single-digit growth. So I think that's where it settles out. Whether it settles out in the end of this year or during this year or next year, you guys are going to have to make the determination on that one. But I don't think it's going to take very long, because things are moving very, very quickly. Changes are accelerating and the pace of change is accelerating, mostly because of digital. And so I think you are going to see a sorting out of this very, very quickly.

Our next question comes from the line of James Dix with Wedbush.

Couple of questions. I guess, Kurt, just following up on kind of this observation you made about new inventory coming in the market and maybe adding some pricing pressure. What specific types of inventory do you think are coming into the market that are most competitive for you? I mean, is it kind of the video inventory associated with the broadcast networks, with Hulu, with cable networks, is it other sources? I mean, I'm just trying to get a sense, I mean, of the qualitative difference between cinema and other sorts of video, what [indiscernible] impact, then I have 2 other as well.

Well, I think it's a little bit of all of the above. Although I would tell you that the rebroadcast of programming that's showing on -- up on TV already is somewhat cannibalistic. It's not clear to me that, that's adding -- it's adding inventory obviously, but it's not clear to me whether the -- where the dollars are actually falling. And in fact, we know that some online programming is being used to make good TV under delivery. So it's very hard in the TV programming world, whether it's Hulu or any of the other platforms you mentioned, where that money is really falling and how it's being captured. Clearly, the full episode players, pre-roll, these kinds of things that we're seeing out there are obviously adding a lot of impressions to the marketplace and are attracting a lot of dollars. The one thing that's not clear to me, because look, TV grew this year, we grew this year, and so it's not clear to me that there's necessarily a bypass going on, where digital is all of a sudden taking money away from the high-quality video platforms like ourselves and TV. What could be going on is there's a lot of other expenditures, what are known as below-the-line expenditures, non-media expenditures like couponing and all sorts of other in-store promotions and all other things that we don't think of as traditional media, that we think is shifting to digital, much the way newspapers shifted primarily to Google. And so you're seeing, I think, a lot of that shifting going on, which really doesn't have a direct impact on us. I think what you're seeing in our guidance is that we're trying a lot of new things this year. We obviously know there's going to be a CPM decrease. And the $64 question for us is can we maintain our pricing rigor, if you will, at the top or upper ends of the TV pricing scale and still generate utilizations that we need to generate to offset the CPM declines? And if you look at our internal budgets, that's really what -- how we've looked at the national business, is that you're going to have a CPM decline and a utilization increase and they generally offset each other and hopefully, they more than offset each other. That was the experience we saw in '13. And especially in the fourth quarter, because a 30-percentage point increase in utilization is pretty dramatic. And clearly, some of that was driven by pricing, some of that was driven by some late demand in the fourth quarter. So I think it's -- there's just a little bit of cautiousness, if you will, with us in some of the things that are going on out there.

Okay, great. That's very helpful. And then one other -- I know it's difficult, but do you have any data or at least qualitative assessment as to how the spending of repeat customers is going. I know sometimes they have product launches one year and not the next, and that can lead to some lumpiness. But I think it might be helpful, especially in light of some of the color that you gave on the content partners over their 2-year deals.

Yes. I would say, right now, that we're not seeing any significant sort of, "We tried it, we hated it, we're going away." Clearly, as you pointed out, there's a lot of people who have car launches or they have other product launches of some sort that use us as a launching platform and then the next year, they don't. But I think the one thing that I was very happy to see is that we did start to see some movement in diversification. I mean, the percentage that -- of our core or the telecommunications, the cars and the entertainment, dropped almost 10 percentage points. And so that was the first time, the first year in several years that, that's been the case. That number has always been in the high 60s, low 70 percentage and now, we're under 60%. So I like -- that's really the direction that we've been trying to push at. Now with that comes the CPM decline, because most of that diversification is coming in the CPG and retail and we've got a big confection partner now that's one of our PSA partners. So some of that, we're going to have to take the CPM hit, but clearly, it's worth it. I mean, you saw what happened in the fourth quarter. Even with a fairly dramatic CPM decline, we were able to grow revenue. And that's the key. That's really what we're looking to do. And it's continue to grow the utilization through more clients, and then there will be a point when we're sold out or when our inventory is very, very tight throughout the year, then we will be able to start bringing the CPMs back up. That's the theory.

Okay, great. And then and one last one. You mentioned programmatic and I mean, that term can mean different things to different people. So I guess what does that mean to you on the context of cinema and how material do you think that type of selling could be as a share of your revenue base over the next couple of years?

I'm glad you asked, because well, programmatic is clearly a trend that is pretty much standard now in the digital space. And the $64 question is, "When is it going to impact high-quality video buying and selling?" And my answer would be hopefully never, but -- because I don't think it has positive impacts necessarily on the higher end of the video marketplace. Clearly, if you're a small network and you don't have a big sales force and maybe you don't have high ratings, it may be the only way you sell your inventory, so you don't have a choice. And clearly, you're going to have to suffer the issues associated with programmatic buying. All we're doing is we're making sure that if there's a way to take some of our remnant inventory and put it into, whether it happens to be the land and the lobby or even some low demand inventory in our preshow, then we're ready to do it. We have no plans, quite honestly, to aggressively attack it, because we don't think it's in the long-term best interest of our high-quality video platform. And so I think you probably heard the same things from the network guys. They may be putting some of their low-end remnant inventory into some of these RTBs, but nobody is really running after this. But I think everybody definitely has to be prepared if there is a way to sell more of your remnant inventory.

Our next question comes from the line of Jim Goss with Barrington Research.

I was wondering if you could discuss, Kurt, the Internet mobile category, just where those will manifest themselves, what share of spots and who you think the competitors you would regard in that category, would it be everybody or would it be more narrowly defined?

Well, I think, generally, it's everybody that provides online or mobile inventory. But I think clearly, you have to look at us more as an entertainment-focused site. And clearly, people like Fandango and Rotten Tomatoes, and you name it, there's a number of sites out there that focus on the movie business and on entertainment generally. So I would say that, that's more the focus that we have been seeing. But there's clearly a demand to package -- if they're buying on-screen or lobby, there's clearly been an increasing or accelerating demand to package in video. And we're also working on 2 or 3 other projects. I've mentioned FirstLook Sync, which is an app that syncs up what's playing on the screen with what you can get on your phone. That's an evolving project for us. It's something that some of our clients have been very interested in. And our Movie Night Out app has now been downloaded, as we said, over 2 million times, and I guess ranks among the 1% of all apps out there. So there are some things that we're doing that are longer-term projects, don't have a lot of revenue and cash flow implications right now, but I think this overall strategy, to bundle in or package an online mobile product, is a very important part of the way that the marketplace is evolving.

Theoretically and ultimately, you would expect something that could be that well targeted, should command a premium price, but I'm wondering if the large numbers of spots available create a competitive situation where that won't be true or -- and maybe even the reverse to be true in terms of pricing.

Well, it's a good question because the interesting thing is some of the highest-priced video in the marketplace right now is pre-roll and especially pre-roll that can't be skipped. As many of you probably know, anything that runs on YouTube, you can actually skip it, I think, after 5 seconds. And there are other now ad-skipping technology for online and mobile that is out there. And I also can tell you that, both social and mobile, I think that the jury is still out on the effectiveness and exactly how to use them most effectively as an advertising medium. There's no question that mobile is exploding and that the traffic across mobile is exploding and so on. I think the question that hasn't been totally worked out is exactly how can it be best used as an advertising platform and what does it really mean, because the interesting thing is when people say mobile, that includes a variety of different devices. And the engagement and all the other metrics associated with the advertising effectiveness are different depending on which device you're talking about. Clearly, engagement is better on an iPad than it is on an iPhone. And while you may get a lot of people forwarding ads on and doing other things on their iPhone, the question is, are they really looking at it? And all the data would suggest that the iPad, as a bigger format, which kind of makes common sense, is a much better and effective device. And right now, people can't tell when you just talk about mobile, whether it's being distributed on an iPad or being distributed on an iPhone or even, for that matter, on a laptop that happens to be hooked into a wireless network. So I think there's a lot of things, as I mentioned before, that have got to get worked out. The one thing that I'm very confident of is that our platform, given the quality of the programming, the quality of the impressions, the inability to skip ads and all those things, is going to eventually find its way to the top of the video heap.

Okay. And the last thing I'd touch on is, you mentioned a pretty sizable make-goods balance. I'm just wondering when that gets factored into your mix and what sort of impact do you expect that to have.

Yes. Well, the make-good was a little bit higher than it was at the end of 2012. A lot of that was just because our revenue was higher and our demand was higher right at the end of the quarter, as David mentioned. So the $1.8 million of make-goods actually, historically, if you look at the last 4 years, a lot lower than our historical average. So I was actually pretty pleased with where that came out. And that obviously, that revenue will find its way into the first quarter because it just rolls into the first quarter.

Our next question comes from the line of Mike Hickey with Benchmark Company.

The -- let me look at my questions. The -- on the local side, Kurt, just curious if you think just the strength of the box office here over the last -- in particular Q4 and maybe the last 2 years, is kind of a driver of the growth there. And if so, do you think it's vulnerable to any sort of pullback that we might see in 2014?

Yes, clearly, our local business is more tied to the blockbuster movies and the excitement around the industry. And I don't think there's any doubt that there's been some positive impact. I can't value it or I can't size it, but there's no question that we get a lot more inquiries when the movies are good and there's a lot of news in the papers and on the web about what's going on in the movie business. So all of that chatter and excitement does help our local business. I'm not quite sure I understand your comment about the schedule, the film schedule coming up, because everything I'm looking at for '14 and '15 looks awfully strong. There's an awful lot of tent-pole sequels and other franchises that seem to be no-miss franchises. So I'm not too concerned about the quality of the film over the next 2 years. It looks pretty good to me.

Yes. Fair enough. I mean, it's definitely a tough market to predict, but overall, it seems to work. In that...

Here's the thing. You look at this Lego Movie, I don't know if anybody's seen that. I took my daughter to it. It was fantastic. And obviously, the numbers are significantly higher than anybody had expected, but it just shows you how creative people are getting and how technology, whether it's special effects or other types of filmmaking, have really started to create excitement again in the business. I mean, Gravity was another big surprise last year that kind of came out of nowhere. And so it's a really hard business to predict. But one thing I'm very comfortable about now, there's enough people spending money on it, investing in it and there's enough, really creative and smart people out there working on it, that I think we're going to continue to see a pretty vibrant business over the next couple of years.

Yes, let's hope so. The -- just curious on the -- you hit on this a little bit, Kurt, the -- on your Turbo project. Just wondering how that's doing in your test markets. And it sounds like you're going to fully roll it out. But any insight there would be great.

Yes. I mean, that's the -- I mentioned in my script, the 72-hour and we announced this a couple of weeks ago or maybe more, Project Turbo, which is basically trying to get as close to or equal to the TV turnaround times. And we believe, if there's a lot of clients out there that don't even consider cinema because of the lead times historically in cinema have been so long. And when we started this business, cinema lead times were 30 days or more. We've brought it down, through all of the digital deployment, to sort of 2 weeks, that's kind of the norm over the last couple of years. And now, we're now bringing that down even further. And on an ad hoc basis, we can turn things around in 24 hours. As I mentioned, 90% of our -- or more of our network is hooked up to our satellite system, so we can get things out there very, very quickly. We also have a built-in creative agency effectively inside NCM that can do the editing and can do things or even the production, very, very quickly to turn things around. And I think clearly, there's a trend in the marketplace of people making decisions at the last minute. And especially, with a lot of retailers with TV ad skipping or ad time shifting going on and C3 and possibly C7 coming into play, for a lot of retailers, they're going to want to advertise and know their ads are being seen on Thursday or Friday before the shopping happens on Saturday or Sunday. For an ad to be broadcast on Thursday but not watched until Sunday or Monday, that's doesn't help them much on Friday or Saturday. And so I think we're trying to make sure that we're in the mix. And for retailers and CPG companies and other people that are really changing out their copy a lot and doing a lot of different things, this timing flexibility is going to be critical over the future.

Yes, no doubt. It looks like a nice project for you guys. The last question for me, the -- you guys have put a fair amount of work from -- into the upfront week, and it seems like you've gotten some success there. The -- now that you have kind of a lower all -- lower CPM overall, it seems like that was kind of the big kickback at the event, was that your CPM was too high. Yes, go figure, but it looks like it's coming down now. Is the upfront week still kind of strategically important to you guys or still beneficial, has lower CPM kind of maybe helped your efforts there?

I don't think it's necessarily tied to a lower CPM. We never went in to the upfront strategy, hoping that it would reduce our CPMs, clearly. And to your comment on what the feedback you got at the meeting, I've never seen a media buyer yet that didn't think people's CPMs were too high. So I don't take that one too seriously. I think what we're trying to do is we're trying to position our product that is bought by a broader number of people and try to create the highest utilization we possibly can. Media is priced on a supply-demand basis, and the only way we're going to be able to get the prices back up to where we think we should really be is to continue to sell more inventory. The upfront strategy is a core strategy of ours. It's something we will do again this year. It's going to be in the middle of the upfront week in New York in May, and there are going to be some interesting things that we're going to be announcing this year. So stay tuned.

Our next question comes from the line of Ben Mogil with Stifel. Lee Hon Siong - Stifel, Nicolaus & Company, Incorporated, Research Division: This is Kevin Lee for Ben Mogil. Just a quick one for us. Given that NCM is paying a special dividend, does it now make it harder to do M&A?

No, I don't think so. I think we've got -- as David mentioned, our leverage ratio levels are very, very low. And clearly, that plays a role in deciding how much of our cash we distribute. And when we looked at our cash flow producing capability, the margins, everything associated with our business and the fact that our leverage on a consolidated net basis is now approaching 3x, all these things, it made sense to us to start returning some of the cash that we had on our balance sheet to our shareholders. That was a commitment we made when we went public, that we were going to distribute this cash. As I mentioned in my comments, if you include this special dividend and all of our normal quarterly dividends, we will have distributed about 90%, a little over 90%, of our free cash, post-tax free cash flow since we went public. I think that meets the obligation and we're going to continue to do that. And so I think it's a combination of all those things. The M&A activity, I don't think, gets affected. Just because we have debt capacity, if we wanted to -- obviously, we have a public equity we could use if we wanted to. So I really don't think it was something that we thought all that much about.

Ladies and gentlemen, there are no further questions at this time. I would like to turn it back to management for closing comments.

Great. Thank you very much. As I said in my prepared comments, I really appreciate everybody's support. And please let us know if you have any follow-up questions, we'll be around for quite a while tonight and tomorrow. So thank you very much, and I'm sure we'll be talking soon.